SEC Info - Newlands William A - ‘4’ for 4/30/14 re: Beam Suntory Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Newlands William A

(Last)

(First)

(Middle)

BEAM INC., 510 LAKE COOK ROAD

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beam Suntory Inc. [ NYSE: BEAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & President, NA

3. Date of Earliest Transaction (Month/Day/Year)
4/30/14

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $3.125	4/30/14		D		5,084 ⁽¹⁾	D	$83.5	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$67.19	4/30/14		D			23,729	⁽²⁾	2/25/15	Common Stock	23,729	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$64.95	4/30/14		D			23,729	⁽²⁾	2/25/15	Common Stock	23,729	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$51.08	4/30/14		D			24,095	⁽²⁾	2/22/21	Common Stock	24,095	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$44.75	4/30/14		D			56,406	⁽²⁾	10/4/21	Common Stock	56,406	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$55.43	4/30/14		D			21,739	⁽²⁾	2/21/22	Common Stock	21,739	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$61.42	4/30/14		D			21,947	⁽²⁾	2/21/23	Common Stock	21,947	⁽²⁾	0	D
Restricted Stock Units	$0.00	4/30/14		D			5,617	⁽³⁾	⁽⁴⁾	Common Stock	5,617	⁽³⁾	0	D
Restricted Stock Units	$0.00	4/30/14		D			5,953	⁽³⁾	⁽⁴⁾	Common Stock	5,953	⁽³⁾	0	D
Restricted Stock Units	$0.00	4/30/14		D			14,900	⁽³⁾	⁽⁴⁾	Common Stock	14,900	⁽³⁾	0	D
Restricted Stock Units	$0.00	4/30/14		D			485	⁽³⁾	⁽⁴⁾	Common Stock	485	⁽³⁾	0	D
Restricted Stock Units	$0.00	4/30/14		D			7,806	⁽⁵⁾	⁽⁴⁾	Common Stock	7,806	⁽⁵⁾	0	D

Explanation of Responses:

(1) Represents shares of common stock that were cancelled and converted into the right to receive $83.50 per share pursuant to the merger agreement among the issuer, Suntory Holdings Limited and SUS Merger Sub Limited (the "Merger Agreement").

(2) This option was cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share minus the exercise price, multiplied by the number of options.

(3) These RSUs were cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share.

(4) N/A

(5) Pursuant to the transactions contemplated by the Merger Agreement, 7,806 RSUs are being cancelled for no consideration.

Remarks:

	Leslie W. Jensen, Attorney-in-Fact for William A. Newlands	5/2/14
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Newlands William A – ‘4’ for 4/30/14 re: Beam Suntory Inc.

On: Friday, 5/2/14, at 9:06pm ET · For: 4/30/14 · As: Officer · Accession #: 1209191-14-30953 · File #: 1-09076

Previous ‘4’: ‘4’ on 2/27/14 for 2/25/14 · Next: ‘4’ on 1/28/15 for 1/26/15 · Latest: ‘4’ on 4/29/24 for 4/25/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Newlands William A – ‘4’ for 4/30/14 re: Beam Suntory Inc.

On: Friday, 5/2/14, at 9:06pm ET · For: 4/30/14 · As: Officer · Accession #: 1209191-14-30953 · File #: 1-09076

Previous ‘4’: ‘4’ on 2/27/14 for 2/25/14 · Next: ‘4’ on 1/28/15 for 1/26/15 · Latest: ‘4’ on 4/29/24 for 4/25/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents